KBOO BOARD OF DIRECTORS
MINUTES
Monday, June 24, 2013
6:00 pm – 9:25 pm
Facilitator: brush
Secretary: Rabia
Directors Present: Michael Papadopolous, Rabia Yeaman, , SW Conser, Jeff Kipilman, Lyn Moelich, Paula Small, Hadrian Micchie, Lisa Loving
Directors Absent: Matthew Bristow
Staff Present: Lynn Fitch
Public Present: (see attachment: Public Sign Up Sheet)
1. Ground Rules & Focus: brush 10 minutes
Turn off cell phones
Check-in
2. Agenda approval 5 minutes
Motion to move item #18 Appoint new Directors to #5
seconded
2/5/0
Motion Fails
Motion to move non-action items to follow action items with the exception of #18
Items #12, #13 removed by sponsor
Item #14 removed from agenda included in handout
Items 6, 10, 15 and 19 moved behind #18
Seconded
Approved 7/0/0
3. Public Comment I 10 minutes
4. June 3, 2013 Minutes Approval 5 minutes
Approved 6/1/0
5. Board Policy Manual - Part 5: Board Structure and Processes 15 minutes
Paula Small
MOTION: That the Board confirm its understanding and adherence to the Board Policy Manual, part 5: Board Structure and Processes.
BACKGROUND: Based on communications at KBOO Board meetings, via e-mail threads, via social media, etc., some Board members are not following policies outlines in the Board Policy Manual, specifically part 5. I'd like confirmation, in order to refer issues and violations of this part of the policy to the Governance Committee and/or Board.
Specifically, Board members are to speak with one voice about Board decisions, even if they were dissidents. More importantly (to Paula, who's making the motion) is the part of the policy referring to ensuring the financial solvency of the corporation (i.e. the KBOO Foundation).
Hadrian requests it be added to the minutes that he objects to the board not affirming state requirements of duty of loyalty.
Seconded
3 in favor
3 opposed
1 abstention
Motion Fails
6. Radio Pictures Work Group Check-in 10 minutes
Lynn Fitch
Removed from agenda
PURPOSE: To share information about the activities of the Radio Pictures Work Group.
MOTION: Discussion, with possible nomination(s) and election(s) of member(s) to the Radio Pictures Work Group.
7. Place Board Policy Manual in Abeyance 10 minutes
Michael Papadopoulos
MOTION: Move to place the board policy manual in abeyance and refer it to the Personnel Committee as it violates the spirit of both the KBOO by-laws and strategic plan as well as the core values of KBOO. The committee would report its findings and recommendations to the Board.
BACKGROUND: Passing this motion would provide the opportunity for the board and staff to actually work with the membership in constructing a policy manual through healthy membership participation in both membership/board meetings and through the KBOO committee structure. It would also provide the board with the opportunity to explain the rationale of their changes and allow questions and feedback from concerned members. All former policies would be re-instated in compliance to KBOO policies in effect prior to January 2013 during this time of abeyance with the Interim Executive Director becoming the Interim Station Manager, re-installation of just cause policy, re-institution of past staff benefits, and many other changes that have occurred through the new policy manual that are not supported by the by-laws or strategic plan. The board should issue a statement encouraging open communication between members, staff and the Board, and reaffirming the collaborative spirit at the heart of KBOO Community Radio.
seconded
Motion amended to read:
Create a board policy workgroup consisting of not more than 3 board members, any number of members, not more than one staff representative, leaving the current board policy manual active (abeyance removed from the original motion). The workgroup will present its findings 90 days from the date of passage of this motion.
Seconded
7 in favor
0 opposed
0 abstentions
Motion Passes
Motion to appoint members of the newly created Policy Manual Workgroup (see Item 7)
Seconded
Amended to
Move this motion to after item #18 (Board Appointments – refer to audio record of meeting)
Seconded
5 in favor
2 opposed
0 abstentions
8. Commence good faith negotiations with the CWA 10 minutes
Michael Papadopoulos
Seconded
6 in favor
0 opposed
1 abstention
Motion Passes
MOTION: In camaraderie with the KBOO membership, move for the KBOO board to commence good faith negotiations with the Communications Workers of America.
BACKGROUND: Both the membership and members of the board have responded positively to the staff voting to unionize. It is important noting KBOO’s history, culture, and most importantly mission; for negotiations to be conducted quickly in the spirit of KBOO. This is essential for the health of the board leading the participatory-membership.
Lynn Fitch – negotiations have commenced and will begin July 24, 25 and July 29 at the CWA office. At least 2 board members would be joining Lynn Fitch in negotiations.
Jeff Kippleman suggests attorney Greg Kafourey as legal council for the KBOO Foundation during negotiations to work with Lynn Fitch and appointed Directors during representation.
9. Re-creation of KBOO Governance Committee 10 minutes
Michael Papadopoulos
MOTION: WHEREAS the Board has created a Governance Committee as a Standing Committee of Directors, and although five directors stated an interest in serving on that committee, there was no quorum on June 10, and the meetings of May 12 and earlier did not result in advising the Board in resolving internal conflict
WHEREAS it also appears that members of the Foundation have an interest in participating in strengthening the Foundation’s Governance functions,
THEREFORE the Board shall re-create the KBOO FOUNDATION Governance Committee as a committee to advise the board of directors regarding the corporation’s governance policies and practices, and as a committee not exercising the authority of the Board of Directors in the management of the corporation. Members of this re-created committee shall include at least one Board member appointed by the Board, one staff member appointed by staff, and any member of the corporation who attends three consecutive meetings.
BACKGROUND: Even in the light of current conflict between the Board of Directors and the membership of the KBOO Foundation, it seems unlikely that the Governance Committee was deliberately created as an Article VIII Section 2 “Standing Committee of Directors” in order to prevent interested members of the Foundation from participating in KBOO’s governance by participating in Governance Committee-decisions and Governance committee advice to the Board on how to govern the KBOO Foundation in the light of ongoing conflict.
Seconded
Amendment: Refer the question of the composition of the Governance committee to the newly formed board policy workgroup
7 approved
0 opposed
0 abstentions
10. Training Role and Compensation for Board Facilitator 10 minutes
Lynn Fitch
Removed from agenda
MOTION: Discussion, possible action
11. Foundation Policy Regarding Labor Representation 10 minutes
S.W. Conser
PURPOSE: To clarify KBOO Foundation policy regarding the involvement of labor representation in the activity of the station.
MOTION: The Board of Directors is called upon to clarify KBOO policy, as to whether labor representation at KBOO is or is not in the best interests of the Foundation. The Board may also opt to decide that the Foundation officially takes no position on this matter.
In the event that contractual developments following the submission of this agenda item and preceding the June 3, 2013 Board meeting call upon the Foundation to officially take no position on this matter, this agenda item will be withdrawn.
BACKGROUND: Confusion among the KBOO membership has followed statements in the local media, concerning Foundation policy on third-party representation. These statements may or may not have resulted from misattribution. This agenda item aims to clarify policy touching upon these statements.
Amended to read: the KBOO board takes no position on whether labor representation is or isn’t in the best interest of the KBOO foundation.
Seconded
3 approved
1 opposed
4 abstentions
Motion Fails
12. Offer from KMUZ 5 minutes
Lynn Fitch
Removed from agenda
13. Request from VOZ 5 minutes
Lynn Fitch
Removed from agenda
14. Update FCC Licenses Renewal 5 minutes
Lynn Fitch
Removed from agenda
15. Duty of Care Presentation 5 minutes
Lynn Fitch
MOTION: Discussion only
16. Request for Closed Session 10 minutes
Lynn Fitch
Motion to enter closed session
PURPOSE: Discussion of confidential personnel Issues
Seconded
5/0/2
17. Board President's unauthorized spending of KBOO funds 10 minutes
Hadrian Micciche
Motion to table till July 2013 Meeting
Seconded
6 in favor
0 opposed
1 abstention
Motion Passes
MOTION:
1. I move that S.W. Conser reimburse the KBOO funds he spent for legal fees wastefully and without authorization.
2. I move that S.W. Conser be removed as Board President.
18. Appoint 3 Members to the Board of Directors 15 Minutes
Rabia Yeaman
PURPOSE: Fill vacancies on the Board of Directors.
MOTION: 3 appointments to the empty positions left vacant by the directors who have resigned.
19. Executive Director’s Report 10 minutes
Lynn Fitch
20. Committee Reports 15 minutes
· Finance Committee
· Programming Committee
· Governance Committee
· Personnel Committee
· Nominations Committee
· Development Committee
21. Emergency Business 10 minutes
22. Public Comment II 10 minutes
